PNC FINANCIAL SERVICES GROUP, INC. — Director's Dealing 2016

Feb 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PNC FINANCIAL SERVICES GROUP, INC. (PNC)
CIK: 0000713676
Period of Report: 2016-02-13

Reporting Person: Esposito Orlando C. (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-13	$5 Par Common Stock	A	789	$0.00	Acquired	11845	Direct
2016-02-13	$5 Par Common Stock	F	310	$81.59	Disposed	11535	Direct
2016-02-13	$5 Par Common Stock	A	895	$0.00	Acquired	12430	Direct
2016-02-13	$5 Par Common Stock	F	301	$80.93	Disposed	12129	Direct

Footnotes

F1: On February 13, 2016, 789 shares of PNC Common Stock vested following the approval of the Personnel and Compensation Committee of the PNC Board of Directors on January 28, 2016 of a payout of 106.81% based on performance against established criteria of previously granted performance based restricted share units to the reporting person. The grant was made on February 13, 2014 and was expressed as a "target" number of share units, with payout contingent on PNC having achieved related performance criteria. The share units pay out, if at all, in shares of PNC Common Stock, with any accrued dividend equivalents being paid out in cash. Subject to the Committee's discretion, the target number of share units may be reduced (down to 75% of target) or increased (up to 125% of target), based on PNC total shareholder return for the prior fiscal year.

F2: Represents shares withheld to cover the reporting person's tax liability in connection with the performance based restricted share units awarded on February 13, 2016 and granted on February 13, 2014.

F3: On February 13, 2016, 895 shares of PNC Common Stock vested following the approval of the Personnel and Compensation Committee of the PNC Board of Directors on January 28, 2016 of a payout of 106.81% based on performance against established criteria of previously granted performance based restricted share units to the reporting person. The grant was made on February 13, 2015 and was expressed as a "target" number of share units, with payout contingent on PNC having achieved related performance criteria. The share units pay out, if at all, in shares of PNC Common Stock, with any accrued dividend equivalents being paid out in cash. Subject to the Committee's discretion, the target number of share units may be reduced (down to 75% of target) or increased (up to 125% of target), based on PNC total shareholder return for the prior fiscal year.

F4: Represents shares withheld to cover the reporting person's tax liability in connection with the performance based restricted share units awarded on February 13, 2016 and granted on February 13, 2015.